Charter of the Corporate Governance and Nominating Committee of the Board of Directors

I. PURPOSE

The primary functions of the Corporate Governance and Nominating Committee are to oversee the Company's corporate governance policies and practices, oversee the recruitment of new Directors, recommend to the Board of Directors a slate to serve on each committee, and lead the Board in its annual self-evaluation of the Board's performance, committee self-evaluation, individual director self-evaluation, evaluation of the Chairman of the Board and evaluation of the Lead Director.

II. ORGANIZATION AND MEMBERSHIP

1.       The Committee will be comprised solely of at least three independent directors designated annually in February by the Board. Committee members will be considered independent if they meet the criteria for independence required by NASDAQ. Members of the Committee may be replaced at the discretion of the Board.

2.       The Committee has the sole authority to retain counsel, search firms, and other advisors at the expense of the Company and to approve the fees and other retention terms of such advisors.

3.       The Committee may form and delegate authority to subcommittees when appropriate.

4.       The Committee will regularly meet in executive session.

5.       The Chairman of the Corporate Governance Committee will chair executive sessions of the Board.

III. RESPONSIBILITIES AND DUTIES

In carrying out its responsibilities, the Committee believes that its policies and procedures should remain flexible in order to react to changing conditions and to ensure the effective oversight of the Company's policies relating to Board membership and corporate governance. Specific responsibilities and duties of the Committee include:

Directors

1.       Establish criteria for selection of new directors and nominees for vacancies on the Board.

2.       Identify and assist with the recruitment of qualified candidates for Board membership and for the positions of Chairman of the Board and Chairman of the committees.

3.       Recommend to the Board to accept or decline any tendered resignation of a director.

4.       Review any director conflict of interest issues and determine how to handle such issues.

5.       Insure a review at least annually of incumbent directors' performance and attendance at Board and committee meetings in connection with the Independent Directors' decision regarding directors to be slated for election at the Company's annual meeting. The review shall seek to identify specific areas, if any, in need of improvement or strengthening and shall culminate in a discussion by the full Board of the results and any actions to be taken. The review and evaluation will include, among other things, an assessment of:

a.       The Board's composition and independence;

b.       The Board's access to and review of information from management and the quality of such information;

c.       The Board's responsiveness to stockholder concerns;

d.       Maintenance and implementation of the Board's governance principles.

6.       Annually evaluate and make recommendations to the Board regarding the circumstances under which a director is required to submit a resignation to the Board.

7.       Work with the Chairman, the CEO, and the Lead Director to establish criteria for membership on Board committees and identify and recommend directors to serve as members on and chairman of each committee. The Committee's current policy on rotating committee assignments is as follows:

a.       Independent directors will serve on at least one committee. Non-independent directors will not serve on any committees.

b.       Periodic rotation of committee assignments with the objective of rotating every three years.

c.       Retiring committee chairmen may serve on their respective committees for a year following retirement as chair, in order to facilitate transition. Normally, after one year they will not serve on these committees for the next two years.

d.       The chair of a committee should have previously served on the committee.

8.       Assist the Board by providing appropriate orientation programs for new Directors, which shall be designed both to familiarize new Directors with the full scope of the Company's businesses and key challenges and to assist new Directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. The Board and the Company's management shall similarly work together to develop and implement appropriate continuing education programs for the same purposes.

General

1.       Make regular reports to the Board.

2.       Review and reassess the adequacy of the Company's corporate governance practices and the Governance Principles for the Board of Directors at least annually and recommend any proposed changes to the Board. The Committee will review legal requirements, Company practices, adequacy of the information provided to the board, independence of the board, and overall board performance of its oversight responsibilities.

3.       Receive comments from all directors and report annually to the Board with an assessment of the Board's performance to be discussed with the full Board following the end of each fiscal year.

4.       Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

5.       Annually conduct a self-assessment of the Committee's performance.

6.       Perform any other activities consistent with this Charter, the Company's by-laws, and governing law as the Committee or the Board deems necessary or appropriate.

Revised Aug. 3, 2005